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Aug 3, 2026 6 min

Structuring the Issuer and Manager LLCs

from Syndication Attorney Field Notes with Tilden Moschetti Hosted by Tilden Moschetti

Structuring the Issuer and Manager LLCs in a syndication requires more than just filing paperwork. Sponsors often assume an LLC provides a magic liability shield and that generic operating agreements are enough to run a deal. In this field note, syndication attorney Tilden Moschetti explains the standard two-entity model—separating the investors' capital in the Issuer from your control in the Manager. You'll learn why asset protection depends on how you run your books, why an off-the-shelf operating agreement won't work for complex economics like distribution waterfalls, and why your Operating Agreement must match your PPM word for word. Also see: How to Form a Real Estate Syndication LLC or Corporation — https://www.moschettilaw.com/forming-syndication-llc/ Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work. Watch the video on YouTube: https://youtu.be/vGp-hNdyoGQ

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Sponsors often assume filing an LLC provides an instant liability shield and that a generic operating agreement will suffice. In this field note, syndication attorney Tilden Moschetti breaks down the two-entity syndication model and explains why your operating agreement is the actual engine of your deal.

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Structuring the Issuer and Manager LLCs

0:00 6:30

Chapters

  1. 0:20 LLCs Need Real Protection
  2. 1:55 Two-Entity Syndication Structure
  3. 3:50 Operating Agreement Is Key
  4. 5:37 Practical Takeaways for Sponsors

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How long is this episode of Syndication Attorney Field Notes with Tilden Moschetti?

This episode is 6 minutes long.

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This episode was published on August 3, 2026.

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